s8postam333036776.htm
As filed with the Securities and Exchange Commission on May 20, 2011
Registration No. 333-36776
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
McDonald’s Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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36-2361282
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer Identification Number)
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One McDonald’s Plaza, Oak Brook, Illinois
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60523-1900
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(Address of Principal Executive Offices)
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(Zip Code)
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McDONALD’S CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Corporate Executive Vice President,
General Counsel and Secretary
McDonald’s Corporation
One McDonald’s Plaza
Oak Brook, Illinois 60523-1900
(Name and address of agent for service)
(630) 623-3000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x
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Accelerated filer ¨
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Non-accelerated filer ¨
(Do not check if a smaller reporting company)
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Smaller reporting company ¨
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333-36776) filed by McDonald’s Corporation (the “Registrant”) with the U.S. Securities and Exchange Commission on May 11, 2000 (the “Registration Statement”) to register 200,000 shares of the Registrant’s Common Stock for issuance under the McDonald’s Corporation Non-Employee Director Stock Option Plan (the “Plan”). The Registrant terminated the Plan on May 23, 2002, and all options granted under the Plan have been exercised or forfeited. As of the date of this Post-Effective Amendment, no additional shares of Common Stock registered will be issued under the Plan.
In accordance with the Registrant’s undertaking in Part II, Item 9(a)(3) of the Registration Statement, the Registrant hereby amends the Registration Statement to remove from registration all securities registered but remaining unsold, if any, under the Registration Statement and to terminate the effectiveness of the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 8.
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Exhibits.
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24
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Power of Attorney
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Oak Brook, State of Illinois, on this 20th day of May, 2011.
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McDONALD’S CORPORATION
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By: |
/s/ Gloria Santona |
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Gloria Santona
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Corporate Executive Vice President,
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General Counsel and Secretary |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
Title
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Date
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May 20, 2011
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Susan E. Arnold
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Director
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May 20, 2011
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Peter J. Bensen
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Corporate Executive Vice President and Chief Financial Officer
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May 20, 2011
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Robert A. Eckert
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Director
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May 20, 2011
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Enrique Hernandez, Jr.
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Director
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May 20, 2011
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Jeanne P. Jackson
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Director
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May 20, 2011
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Richard H. Lenny
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Director
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May 20, 2011
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Walter E. Massey
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Director
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May 20, 2011
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Andrew J. McKenna
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Chairman of the Board and Director
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May 20, 2011
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Cary D. McMillan
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Director
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May 20, 2011
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Kevin M. Ozan
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Corporate Senior Vice President - Controller
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May 20, 2011
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Sheila A. Penrose
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Director
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May 20, 2011
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John W. Rogers, Jr.
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Director
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May 20, 2011
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James A. Skinner
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Vice Chairman, Chief Executive Officer and Director
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May 20, 2011
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Roger W. Stone
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Director
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May 20, 2011 |
| Miles D. White |
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| Director |
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______________________
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Gloria Santona, the undersigned attorney-in-fact, by signing her name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 on behalf of the above indicated directors and officers of the Registrant pursuant to a power of attorney filed with the U.S. Securities and Exchange Commission.
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By: /s/ Gloria Santona
Gloria Santona
Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the McDonald’s Corporation Non-Employee Director Stock Option Plan) have duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Oak Brook, State of Illinois, on this 20th day of May, 2011.
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McDONALD'S CORPORATION NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
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By:
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/s/ Catherine A. Griffin |
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Catherine A. Griffin |
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Corporate Vice President -
Deputy General Counsel and Assistant Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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24
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Power of Attorney
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